Common use of Effect of Termination of Employment or Service Clause in Contracts

Effect of Termination of Employment or Service. (a) Except as otherwise provided in this Section 5 or in Section 13 herein, if the employment or service of the Participant is terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary or with or without Cause) (such date of termination of employment or service being referred to as the “Termination Date”) and all or any part of the Award has not been earned pursuant to the terms of the Plan and this Agreement, then the Award, to the extent not earned as of the Participant’s Termination Date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying that portion of the Award that has not yet been earned. The Participant expressly acknowledges and agrees that the termination of his or her employment or service shall (except as may otherwise be provided in this Agreement or in the Plan) result in forfeiture of the Award and the Shares to the extent that the Award has not been earned as of his or her Termination Date. (b) Notwithstanding the provisions of Section 5(a), and subject to the terms of Section 3(c) of the Plan, in the event of the Participant’s termination due to (i) death; (ii) Disability; (iii) Retirement; or (iv) Good Reason (as defined in the Participant’s employment agreement, or if there is no employment agreement defining Good Reason, as defined in Section 5(c) of this Agreement), a pro-rata portion of the Award shall be eligible to be earned based on attainment of the Performance Metrics for the Performance Period as specified in this Agreement, including Schedule A. The pro-rata portion that may be earned and vested shall be determined by multiplying the total number of Shares earned under Schedule A by a fraction, the numerator of which is the number of calendar days the Participant was employed during the Performance Period, and the denominator of which is the number of calendar days in the Performance Period; any such shares so earned shall be payable as provided in Section 6 herein. (c) For purposes of this Section 5, “Good Reason” shall occur if during the Participant’s employment, the Participant’s employment is materially and adversely altered by the Company, without the Participant’s consent, by:

Effect of Termination of Employment or Service. (a) Except as otherwise provided in this Section 5 or in Section 13 12 herein, if the employment or service of the Participant is terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary or with or without Cause) (such date of termination of employment or service being referred to as the “Termination Date”) and all or any part of the Award has not vested or been earned pursuant to the terms of the Plan and this Agreement, then the Award, to the extent not vested or earned as of the Participant’s Termination Date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying that portion of the Award that has not yet been earnedearned and vested (that is, the Unvested Shares). The Participant expressly acknowledges and agrees that the termination of his or her employment or service shall (except as may otherwise be provided in this Agreement or in the Plan) result in forfeiture of the Award and the Shares to the extent that the Award has not been earned and vested as of his or her Termination Date. (b) Notwithstanding the provisions of Section 5(a), and subject to the terms of Section 3(c) of the Plan, in the event Award shall become 100% earned and vested upon the termination of the Participant’s employment or service if and only if the Participant’s termination is due to to: (i) death; ; (ii) Disability; or (iii) Retirement; or (iv) Good Reason (as defined in the Participant’s employment agreementagreement with the Company and/or Atlantic Capital Bank (the “Bank”), or or, if there is no employment agreement defining Good Reason, as defined in Section 5(c) of this Agreement), a pro-rata portion of the Award shall be eligible to be earned based on attainment of the Performance Metrics for the Performance Period as specified in this Agreement, including Schedule A. The pro-rata portion that may be earned and vested shall be determined by multiplying the total number of Shares earned under Schedule A by a fraction, the numerator of which is the number of calendar days the Participant was employed during the Performance Period, and the denominator of which is the number of calendar days in the Performance Period; any such shares so earned shall be payable as provided in Section 6 herein. (c) For purposes of this Section 5, “Good Reason” shall occur if during the Participant’s employment, the Participant’s employment is materially and adversely altered by the Company, without the Participant’s consent, by:

Effect of Termination of Employment or Service. (a) Except as otherwise provided in this Section 5 or in Section 13 herein, if the employment or service of the Participant is terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary or with or without Cause) (such date of termination of employment or service being referred to as the “Termination Date”) and all or any part of the Award has not vested or been earned pursuant to the terms of the Plan and this Agreement, then the Award, to the extent not vested or earned as of the Participant’s Termination Date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying that portion of the Award that has not yet been earnedearned and vested. The Participant expressly acknowledges and agrees that the termination of his or her employment or service shall (except as may otherwise be provided in this Agreement or in the Plan) result in forfeiture of the Award and the Shares to the extent that the Award has not been earned and vested as of his or her Termination Date. (b) Notwithstanding the provisions of Section 5(a), and subject to the terms of Section 3(c) of the Plan, in the event Award shall become 100% earned and vested upon the termination of the Participant’s employment or service if and only if the Participant’s termination is due to to: (i) death; ; (ii) Disability; ; (iii) Retirement; or or (iv) Good Reason (as defined in the Participant’s employment agreementagreement with the Company and/or Atlantic Capital Bank (the “Bank”), or or, if there is no employment agreement defining Good Reason, as defined in Section 5(c) of this Agreement), a pro-rata portion of the Award shall be eligible to be earned based on attainment of the Performance Metrics for the Performance Period as specified in this Agreement, including Schedule A. The pro-rata portion that may be earned and vested shall be determined by multiplying the total number of Shares earned under Schedule A by a fraction, the numerator of which is the number of calendar days the Participant was employed during the Performance Period, and the denominator of which is the number of calendar days in the Performance Period; any such shares so earned shall be payable as provided in Section 6 herein. (c) For purposes of this Section 5, “Good Reason” shall occur if during the Participant’s employment, the Participant’s employment is materially and adversely altered by the Company, without the Participant’s consent, by:

Effect of Termination of Employment or Service. (a) Except as otherwise provided in this Section 5 or in Section 13 12 herein, if the employment or service of the Participant is terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary or with or without Cause) (such date of termination of employment or service being referred to as the “Termination Date”) and all or any part of the Award has not vested or been earned pursuant to the terms of the Plan and this Agreement, then the Award, to the extent not vested or earned as of the Participant’s Termination Date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying that portion of the Award that has not yet been earnedvested (that is, the Unvested Shares). The Participant expressly acknowledges and agrees that the termination of his or her employment or service shall (except as may otherwise be provided in this Agreement or in the Plan) result in forfeiture of the Award and the Shares to the extent that the Award has not been earned and vested as of his or her Termination Date. (b) Notwithstanding the provisions of Section 5(a), and subject to the terms of Section 3(c) of the Plan, in the event Award shall become 100% vested upon the termination of the Participant’s employment or service if and only if the Participant’s termination is due to to: (i) death; ; (ii) Disability; or (iii) Retirement; or (iv) Good Reason (as defined in the Participant’s employment agreement, Employment Agreement or if there is no employment agreement Employment Agreement defining Good Reason, as defined in Section 5(c) of this Agreement), a pro-rata portion of the Award shall be eligible to be earned based on attainment of the Performance Metrics for the Performance Period as specified in this Agreement, including Schedule A. The pro-rata portion that may be earned and vested shall be determined by multiplying the total number of Shares earned under Schedule A by a fraction, the numerator of which is the number of calendar days the Participant was employed during the Performance Period, and the denominator of which is the number of calendar days in the Performance Period; any such shares so earned shall be payable as provided in Section 6 herein. (c) For purposes of this Section 5, “Good Reason” shall occur if during the Participant’s employment, the Participant’s employment is materially and adversely altered by the Company, without the Participant’s consent, by:

Effect of Termination of Employment or Service. (a) Except as otherwise provided in this Section 5 or in Section 13 herein, if the employment or service of the Participant is terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary or with or without Cause) (such date of termination of employment or service being referred to as the “Termination Date”) and all or any part of the Award has not vested or been earned pursuant to the terms of the Plan and this Agreement, then the Award, to the extent not vested or earned as of the Participant’s Termination Date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying that portion of the Award that has not yet been earnedearned and vested. The Participant expressly acknowledges and agrees that the termination of his or her employment or service shall (except as may otherwise be provided in this Agreement or in the Plan) result in forfeiture of the Award and the Shares to the extent that the Award has not been earned and vested as of his or her Termination Date. (b) Notwithstanding the provisions of Section 5(a), and subject to the terms of Section 3(c) of the Plan, in the event Award shall become 100% earned and vested upon the termination of the Participant’s employment or service if and only if the Participant’s termination is due to to: (i) death; ; (ii) Disability; ; (iii) Retirement; or or (iv) Good Reason (as defined in the Participant’s employment agreementEmployment Agreement, or or, if there is no employment agreement Employment Agreement defining Good Reason, as defined in Section 5(c) of this Agreement), a pro-rata portion of the Award shall be eligible to be earned based on attainment of the Performance Metrics for the Performance Period as specified in this Agreement, including Schedule A. The pro-rata portion that may be earned and vested shall be determined by multiplying the total number of Shares earned under Schedule A by a fraction, the numerator of which is the number of calendar days the Participant was employed during the Performance Period, and the denominator of which is the number of calendar days in the Performance Period; any such shares so earned shall be payable as provided in Section 6 herein. (c) For purposes of this Section 5, “Good Reason” shall occur if during the Participant’s employment, the Participant’s employment is materially and adversely altered by the Company, without the Participant’s consent, by:

Effect of Termination of Employment or Service. If the Participant’s employment or other service relationship is terminated by the Company or an Affiliate, the period within which to exercise the Option may be subject to earlier termination as set forth below. (a) Except as If the Participant's employment or service terminates other than due to Disability, death or Cause, the Option may be exercised only to the extent vested and exercisable on the Participant’s Termination Date. Unless otherwise provided in this Section 5 or in Section 13 hereindetermined by the Administrator, the Option must be exercised, if at all, prior to the first to occur of the following, as applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the Expiration Date. Any portion of the Option that is not vested as of the Participant’s Termination Date shall be terminated as of such date. (b) If the Participant's employment or service terminates as a result of the Participant's death or Disability, the Option may be exercised only to the extent vested and exercisable on the Participant’s Termination Date. The Option must be exercised, if at all, prior to the first to occur of the following, as applicable: (X) the close of the period of twelve months next succeeding the Termination Date; or (Y) the Expiration Date. Any portion of the Option that is not vested as of the Participant’s Termination Date shall be terminated as of such date. In the event of death, the Option may be exercised by the Participant's legal representative or legatee. (c) If the employment or service of the Participant is terminated for any reason Cause, the Option (whether by the Company then vested or the Participant unvested) shall lapse and whether voluntary or involuntary or with or without Cause) (such date of termination of employment or service being referred to as the “Termination Date”) and all or any part of the Award has not been earned pursuant to the terms of the Plan and this Agreement, then the Award, to the extent not earned no longer be exercisable as of the Participant’s Termination Date, as determined by the Administrator. The determination of “Cause” shall be forfeited immediately upon such terminationmade by the Administrator, and such determination shall be final and conclusive. Without in any way limiting the Participant shall have no further rights with respect to the Award or the Shares underlying that portion effect of the Award that has not yet been earned. The Participant expressly acknowledges and agrees that the termination of his or her employment or service shall (except as may otherwise be provided in this Agreement or in the Plan) result in forfeiture foregoing, for purposes of the Award Plan and the Shares to the extent that the Award has not been earned as of his or her Termination Date. (b) Notwithstanding the provisions of Section 5(a), and subject to the terms of Section 3(c) of the Plan, in the event of the Participant’s termination due to (i) death; (ii) Disability; (iii) Retirement; or (iv) Good Reason (as defined in the Participant’s employment agreement, or if there is no employment agreement defining Good Reason, as defined in Section 5(c) of this Agreement), a pro-rata portion of the Award shall be eligible to be earned based on attainment of the Performance Metrics for the Performance Period as specified in this Agreement, including Schedule A. The pro-rata portion that may be earned and vested shall be determined by multiplying the total number of Shares earned under Schedule A by a fraction, the numerator of which is the number of calendar days the Participant was employed during the Performance Period, and the denominator of which is the number of calendar days in the Performance Period; any such shares so earned shall be payable as provided in Section 6 herein. (c) For purposes of this Section 5, “Good Reason” shall occur if during the Participant’s employmentOption, the Participant’s employment is materially and adversely altered by the Companyor service shall be deemed to have terminated for Cause if, without after the Participant’s consentemployment or service has terminated, by:facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause.

Effect of Termination of Employment or Service. (a) Except as otherwise provided in this Section 5 or in Section 13 herein, if the employment or service of the Participant is terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary or with or without Cause) (such date of termination of employment or service being referred to as the “Termination Date”) and all or any part of the Award has not vested or been earned pursuant to the terms of the Plan and this Agreement, then the Award, to the extent not vested or earned as of the Participant’s Termination Date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying that portion of the Award that has not yet been earnedearned and vested. The Participant expressly acknowledges and agrees that the termination of his or her employment or service shall (except as may otherwise be provided in this Agreement or in the Plan) result in forfeiture of the Award and the Shares to the extent that the Award has not been earned and vested as of his or her Termination Date. (b) Notwithstanding the provisions of Section 5(a), and subject to the terms of Section 3(c) of the Plan, in the event Award shall become 100% earned and vested upon the termination of the Participant’s employment or service if and only if the Participant’s termination is due to to: (i) death; ; (ii) Disability; ; (iii) Retirement; or or (iv) Good Reason (as defined in the Participant’s employment agreementEmployment Agreement, or if there is no employment agreement Employment Agreement defining Good Reason, as defined in Section 5(c) of this Agreement), a pro-rata portion of the Award shall be eligible to be earned based on attainment of the Performance Metrics for the Performance Period as specified in this Agreement, including Schedule A. The pro-rata portion that may be earned and vested shall be determined by multiplying the total number of Shares earned under Schedule A by a fraction, the numerator of which is the number of calendar days the Participant was employed during the Performance Period, and the denominator of which is the number of calendar days in the Performance Period; any such shares so earned shall be payable as provided in Section 6 herein. (c) For purposes of this Section 5, “Good Reason” shall occur if during the Participant’s employment, the Participant’s employment is materially and adversely altered by the Company, without the Participant’s consent, by:

Effect of Termination of Employment or Service. (a) Except as otherwise provided in this Section 5 or in Section 13 12 herein, if the employment or service of the Participant is terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary or with or without Cause) (such date of termination of employment or service being referred to as the “Termination Date”) and all or any part of the Award has not vested or been earned pursuant to the terms of the Plan and this Agreement, then the Award, to the extent not vested or earned as of the Participant’s Termination Date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying that portion of the Award that has not yet been earnedearned and vested (that is, the Unvested Shares). The Participant expressly acknowledges and agrees that the termination of his or her employment or service shall (except as may otherwise be provided in this Agreement or in the Plan) result in forfeiture of the Award and the Shares to the extent that the Award has not been earned and vested as of his or her Termination Date. (b) Notwithstanding the provisions of Section 5(a), and subject to the terms of Section 3(c) of the Plan, in the event Award shall become 100% earned and vested upon the termination of the Participant’s employment or service if and only if the Participant’s termination is due to to: (i) death; ; (ii) Disability; or (iii) Retirement; or (iv) Good Reason (as defined in the Participant’s employment agreement, Employment Agreement or if there is no employment agreement Employment Agreement defining Good Reason, as defined in Section 5(c) of this Agreement), a pro-rata portion of the Award shall be eligible to be earned based on attainment of the Performance Metrics for the Performance Period as specified in this Agreement, including Schedule A. The pro-rata portion that may be earned and vested shall be determined by multiplying the total number of Shares earned under Schedule A by a fraction, the numerator of which is the number of calendar days the Participant was employed during the Performance Period, and the denominator of which is the number of calendar days in the Performance Period; any such shares so earned shall be payable as provided in Section 6 herein. (c) For purposes of this Section 5, “Good Reason” shall occur if during the Participant’s employment, the Participant’s employment is materially and adversely altered by the Company, without the Participant’s consent, by:

Effect of Termination of Employment or Service. (a) Except as otherwise provided in this Section 5 or in Section 13 herein, if the employment or service of the Participant is terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary or with or without Cause) (such date of termination of employment or service being referred to as the “Termination Date”) and all or any part of the Award has not been earned pursuant to the terms of the Plan and this Agreement, then the Award, to the extent not earned as of the Participant’s Termination Date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Award or the Shares underlying that portion of the Award that has not yet been earned. The Participant expressly acknowledges and agrees that the termination of his or her employment or service shall (except as may otherwise be provided in this Agreement or in the Plan) result in forfeiture of the Award and the Shares to the extent that the Award has not been earned as of his or her Termination Date. (b) Notwithstanding the provisions of Section 5(a), and subject to the terms of Section 3(c) of the Plan, in the event of the Participant’s termination due to (i) death; (ii) Disability; (iii) Retirement; or (iv) Good Reason (as defined in the Participant’s employment agreementEmployment Agreement, or if there is no employment agreement Employment Agreement defining Good Reason, as defined in Section 5(c) of this Agreement), a pro-rata portion of the Award shall be eligible to be earned based on attainment of the Performance Metrics for the Performance Period as specified in this Agreement, including Schedule A. The pro-rata portion that may be earned and vested shall be determined by multiplying the total number of Shares earned under Schedule A by a fraction, the numerator of which is the number of calendar days the Participant was employed during the Performance Period, and the denominator of which is the number of calendar days in the Performance Period; any such shares so earned shall be payable as provided in Section 6 herein. (c) For purposes of this Section 5, “Good Reason” shall occur if during the Participant’s employment, the Participant’s employment is materially and adversely altered by the Company, without the Participant’s consent, by:

Effect of Termination of Employment or Service. (a) Except as otherwise expressly provided in this Section 5 or 2(b) and in Section 13 herein7(b), if the employment or service of Participant's Stock Units shall terminate to the extent such units have not become vested prior to the first date the Participant is no longer employed by or providing services to the Corporation or one of its Subsidiaries, regardless of the reason for the termination of the Participant's employment or services with the Corporation or a Subsidiary. If any unvested Stock Units are terminated for any reason hereunder (whether by the Company or the Participant and whether voluntary or involuntary or with or without Cause) (such date of termination of employment or service being referred to as the “Termination Date”) and all or any part of the Award has not been earned pursuant to the terms of the Plan Section 2, this Section 7 or otherwise), such Stock Units shall automatically terminate and this Agreement, then the Award, to the extent not earned be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Participant’s Termination Date, shall be forfeited immediately upon such terminationor the Participant's beneficiary or personal representative, as the case may be, and the Participant shall have no further rights right with respect to the Award or the Shares underlying that portion of the Award that has not yet been earned. The Participant expressly acknowledges and agrees that the termination of his or her employment or service shall (except as may otherwise be provided in this Agreement thereto or in respect thereof. If the Plan) result in forfeiture Participant is rendering services other than as an employee or a director, the Administrator shall be the sole judge of whether the Award and the Shares Participant continues to the extent that the Award has not been earned as render services for purposes of his or her Termination Datethis Agreement. (b) Notwithstanding the provisions of Section 5(a7(a), and subject to the terms of Section 3(c) of the Plan, in the event of if the Participant’s termination due to (i) death; (ii) Disability; (iii) Retirement; 's employment or (iv) Good Reason (as defined in service with the Participant’s employment agreement, Corporation or if there is no employment agreement defining Good Reason, as defined in Section 5(c) one of this Agreement), a pro-rata portion of the Award shall be eligible to be earned based on attainment of the Performance Metrics for its Subsidiaries terminates during the Performance Period as specified in this Agreementa result of the Participant's death, including Schedule A. The Total Disability or Retirement (as such terms are defined below), (i) the Participant's Stock Units shall be subject to pro-rata portion vesting such that may be earned and vested shall be determined by multiplying the total number of Shares earned under Schedule A Stock Units subject to the Award (if any) that shall become vested as of the conclusion of the Performance Period shall equal (A) the number of Stock Units subject to the Award that would have vested as of the conclusion of the Performance Period in accordance with Section 2(a) above (assuming no termination of employment or service had occurred), multiplied by (B) a fraction, the numerator of which is shall be the number of calendar days whole months during the Performance Period the Participant was employed during by or rendered services to the Performance PeriodCorporation or one of its Subsidiaries, and the denominator of which is shall be the number of calendar days whole months in the Performance Period; and (ii) any such shares so earned Stock Units subject to the Award that do not vest in accordance with the foregoing clause (i) shall be payable terminate as provided of the last day of the Performance Period. If a Participant's employment or service is terminated in the circumstances described in Section 6 herein2(b) and in the circumstances described in this Section 7(b), the provisions of Section 2(b) shall control. (c) For purposes of this Section 5Agreement, “Good ReasonTotal Disability” shall occur if during means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator). For purposes of this Agreement, “Retirement” means that, as of the date of the termination of the Participant’s employment's employment or service with the Corporation, the Participant’s employment Participant has either (i) attained age 55 with at least five (5) full years of service with the Corporation and its Subsidiaries, or (ii) has attained age 60, or (iii) is materially a participant in and adversely altered is entitled to commence a benefit under a defined benefit plan sponsored by the Company, without Corporation or any of its Subsidiaries and has at least 10 years of service with the Participant’s consent, by:Corporation and its Subsidiaries.